U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                AMENDMENT NO. 1 TO

                                  FORM 10-QSB
                                  (Mark One)

           X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 2004

                                      OR

           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ___________ to ___________

                        Commission file number 000-28739

                          Celtron International, Inc.
                 ______________________________________________

       (Exact name of small business issuer as specified in its charter)


            Nevada                                          91-1903590
-------------------------------                          ------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)


563 Old Pretoria Road
Midrand, South Africa
-----------------------------------------                ------------------
  (Address of principal executive office)                     (Zip Code)


      Registrant's telephone number, including area code 011-2783-652-6350


        ----------------------------------------------------------------
        (former name, former address and former fiscal year, if changed)

Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X   No
                                      ---     ---
The number of shares of common stock, $0.001 par value, outstanding as of
November 10, 2004 was 32,533,274.
                                                                             1
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                           CELTRON INTERNATIONAL, INC
                   Index to Consolidated Financial Statements

                                                                    Page
                                                                  --------
Condensed, Consolidated Balance Sheets
 at September 30, 2004 (unaudited)                                  F-1

Condensed, Consolidated Statements of Operations,
 for the nine and three months ended September 30, 2004
 and 2003 (unaudited)                                               F-2

Condensed, Consolidated Statements of Cash Flows
 for the nine months ended September 30, 2004
 and 2003 (unaudited)                                               F-3

Condensed Consolidated Statements of Other Comprehensive Loss       F-4

Consolidated Statement of Changes in Shareholders'
 Equity for the period                                              F-5

Notes to Condensed, Consolidated Unaudited Financial Statements     F-6

                                                                             2

                          CELTRON INTERNATIONAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)
                               SEPTEMBER 30, 2004
                             (RESTATED SEE NOTE 1)

                                      Assets

Current assets:
   Cash and cash items                                 $   116,403
   Investment in nonmarketable securities                  132,739
   Accounts and notes receivables                          444,191
   Inventories                                             134,719
   Other current assets                                    136,662
                                                          ---------
                 Total current assets                      964,714
Property and equipment                                     321,561
Intangible assets                                          605,101
                                                          ---------
                                                       $ 1,891,376
                                                       ==============
                   Liabilities and Shareholder's Deficit

 Current liabilities:
   Accounts and notes payable                          $   729,757
   Other current liabilities                               104,525
                                                          ---------
                 Total current liabilities                 834,282
Long-tern debt                                             174,249
Indebtedness to related parties                            547,329
                                                          ---------

                 Total liabilities                       1,555,860
                                                          ---------


Minority interest in consolidated subsidiaries              19,530

Shareholders' equity:
    Common stock                                            32,183
    Additional paid-in capital                          11,986,244
    Retained deficit                                   (11,685,933)
    Accumulated Other Compressive Loss                           -
            Cumulative Translation Adjustment              (16,508)

              Total shareholders' equity                   315,986
                                                          ---------
                                                       $ 1,891,376
                                                       ==============

            See notes to condensed consolidated financial statements
F-1
                                                                             3



                          CELTRON INTERNATIONAL, INC
                CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                  (UNAUDITED)
                             (RESTATED SEE NOTE 1)

<TABLE>
<S>                                            <C>         <C>             <C>          <C>
                                             Nine Months Ended           Three Months Ended
                                             September 30,               September 30,
                                             -----------------           -------------------
                                             2004          2003          2004          2003
                                          ---------     ---------      ---------     ---------
Net sales and gross revenues:
  Net sales                             $ 2,621,601     $            $ 1,163,529     $
  Cost of sales                            (415,739)                    (112,372)
                                          ---------     ---------      ---------     ---------
        Gross profit                      2,205,862                    1,051,157

Costs and expenses:

  Selling expenses                          362,885                      112,771
  General and administrative expenses     2,184,147                      867,744
  Stock-based compensation:
     Consulting services                    340,300                      339,700
     Rent                                       900                          300
     Research and development             4,071,922
   Provision for doubtful
    accounts and notes                      296,452
                                          ---------     ---------      ---------     ---------
            Total costs and expenses      7,256,606                    1,320,515
                                          ---------     ---------      ---------     ---------
            Operating loss               (5,050,744)                    (269,358)
Other income and expenses:
     Nonoperating income (expense), net    (109,021)                    (105,613)
     Interest income and (expense), net    (288,201)                    (242,799)
                                          ---------     ---------      ---------     ---------
            Loss before income taxes     (5,447,966)                    (617,770)
Income tax provision                         97,862
                                          ---------     ---------      ---------     ---------
            Net loss                   $ (5,350,104)     $            $ (617,770)      $
                                        =============  ===========    ===========  ===========
Basic and diluted loss per share       $      (0.25)     $            $    (0.02)      $
                                        =============  ===========    ===========  ===========
Weighted average common
 shares outstanding                      21,309,712     16,145,793     25,289,975  16,145,793
                                        =============  ===========    ===========  ===========
</TABLE>
            See notes to condensed consolidated financial statements
F-2
                                                                             4




                          CELTRON INTERNATIONAL, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                            (RESTATED SEE NOTE 1)

                                                    Nine Months Ended
                                                    September 30,
                                                 2004            2003
                                               --------        --------
    Net cash used in
     operating activities                    $ (88,250)        $
                                               --------        --------
Cash flows from investing activities:
       Proceeds from the sale of
       property and equipment                   24,095

      Acquisition of Subsidiaries             (883,103)

      Additions to property and equipment     (319,582)
                                               --------        --------
    Net cash used in investing activities   (1,178,590)
                                               --------        --------
Cash flows from financing activities:

      Proceeds from related party
       advances (Note 2)                     1,239,022

      Proceeds from loans                      159,500

      Loans Granted                            (47,994)
                                               --------        --------
    Net cash provided by
     financing activities                    1,350,528
                                               --------        --------
     Net change in cash and
      cash equivalents                          83,688

Cash and cash equivalents:
      Beginning of period                       32,715
                                               --------        --------
      End of period                        $   116,403         $
                                               ========        ========

Supplemental disclosure of cash flow information:
      Cash paid during the period for:

            Income taxes                   $                   $
                                               ========        ========
            Interest                       $                   $
                                               ========        ========
F-3

                          CELTRON INTERNATIONAL, INC.
         CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS
                                  (Unaudited)
                             (Restated See Note 1)

<TABLE>
<S>                                  <C>         <C>          <C>       <C>
                                      Nine Months             Three Months
                                         Ended                   Ended
                                      September 30,           September 30,
                                  ---------------------    --------------------
                                      2004       2003        2004         2003
                                  -----------  --------    ---------    -------
 Net loss                         $(5,350,104)  $          $(617,770)    $
                                  -----------  --------    ---------    -------
   Other comprehensive loss:
     Cumulative translation
      adjustment                      (16,508)
                                  -----------  --------    ---------    -------
    Total other
      comprehensive loss          $(5,333,596)  $          $(617,770)    $
                                  ===========  ========    =========    =======
</TABLE>
            See notes to condensed consolidated financial statements
F-4
                                                                             5


                          CELTRON INTERNATIONAL, INC.
                        CONDENSED CONSOLIDATED STATEMENT
                       OF CHANGES IN SHAREHOLDERS' EQUITY
                                  (Unaudited)
                             (Restated See Note 1)

<TABLE>
<S>                             <C>        <C>        <C>       <C>           <C>          <C>
                                 Common Stock      Additional              Other
                            ---------------------  Paid-in      Retained   Comprehensive
                              Shares    Par Value  Capital      deficit    Income/Loss     Total
                            ----------- --------- ----------  ------------ ------------- ---------
Balance at
 December 31, 2003          18,414,975  $18,415   $6,679,961  $ (6,473,629) $         -   $224,747
Prior Period Adjustment              -        -            -             -     (137,800)   137,800
Issuance of common stock
 for services               11,660,000   11,660    4,401,462             -            -  4,413,122
Issuance of common stock     2,107,830    2,108      883,180             -            -    885,288
for debt
Contributed capital                  -        -       21,641             -            -     21,641

Cumulative Translation
 Adjustment                          -        -            -             -      (16,508)   (16,508)
Net loss                             -        -            -    (5,350,104)           - (5,350,104)
                            ----------- ---------  ----------   -----------    ----------  ----------
Balance at September
 30, 2004                 $ 32,182,805  $32,183  $11,986,244  $(11,685,933)   $ (16,508)   315,986
                          ============  =======   =========== =============   ===========  =======
</TABLE>
F-5          See notes to condensed consolidated financial statements
                                                                             6



                          CELTRON INTERNATIONAL, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                             (RESTATED SEE NOTE 1)

Note 1:  Basis of presentation
         ---------------------
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its Form 10-KSB dated December 31,
2003, and should be read in conjunction with the notes thereto.

In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.

Interim financial data presented herein are unaudited.

Our subsidiary, Knight Fuller, Inc. ("KFI"), inadvertently omitted a financing
transaction from its financial statements as of September 30, 2004 and we
inadvertently included KFI operating activity in our statement of operations
for a period prior to our acquisition. Accordingly, we have restated our
financial statements to correct these errors. As a result of the error
corrections, our total assets decreased from $2,064,605 to $1,891,376 at
September 30, 2004. Additionally, our net loss increased to $5,447,966 from
$5,319,394 for the nine months ended September 30, 2004 and to $617,770 from
$388,243 for the three months ended September 30, 2004.

Note 2: Related party transactions
        --------------------------
During the nine months ended September 30, 2004, we acquired certain
technology from a principal shareholder in exchange for 11,000,000 shares of
its common stock. The transaction was valued based on the predecessor cost of
the technology transferred. The cost to develop the software totalled
$4,071,992.  This transaction is reflected as stock-based compensation in the
accompanying financial statements.

During the nine months ended September 30, 2004, certain related parties
advanced us a total of $1,239,022 for working capital. On July 29, 2004, we
issues 350,469 shares to KFI in repayment of $141,231 to Opus International
LLC and on August 24, 2004, Celtron issues 2,107,830 shares to Celtron
Holding, Ltd in repayment of $703,132. As of September 30, 2004, we were
indebted to related parties in the total amount of $549,041.

Effective January 15, 2004, we acquired all of the issued and outstanding
common stock of CJ Systems, a South African development stage company formed
to take the exclusive distributorship in South Africa for the Jade Card
Payment terminal market, for 2,250,000 shares of common stock.

On May 11, 2004, we organized PayCell, Inc. in the state of California. As a
result, PayCell became a wholly owned subsidiary. We granted PayCell the
rights to use certain mobile commerce, mobile credit technology and payment
gateway technology.
                                                                             8
On September 10, 2004, we exchanged all of the issued and outstanding common
stock of PayCell for 10,000,000 shares of KFI common stock, representing
approximately 94 percent of the then issued and outstanding KFI common stock.
As a result, PayCell became a wholly owned subsidiary of KFI and KFI became
our subsidiary. KFI is a public shell corporation that was incorporated in
April 2002. KFI's assets consist of 350,469 shares of our common stock and
221,233 restricted shares of Sutter Holding Corp. common stock. Sutter Holding
Corp. holds these shares in escrow pending their registration with the
Securities and Exchange Commission at which time they will be distributed to
shareholders of record as of July 30, 2004.

We acquired KFI for a primary purpose. KFI is the business unit in which we
will conduct our mobile credit operations.


Note 3: Inventories
        -----------
Following are the components of inventory as of September 30, 2004:

                Finished products      $ 39,366
                Spare parts              95,353
                                       --------
                                       $134,719
                                       ========
Note 4: Debt
        ----
Debt consisted of the following as of September 30, 2004:


         Notes payable to individuals   $ 149,410
         Notes payable, other               4,005
         Capital lease payment             20,835
                                        ---------
                                          174,250
                                        =========

Note 5: Shareholders' Equity
        --------------------
On September 1, 2004, we issued 200,000 shares of common stock to a consultant
as stock-based compensation. The transaction was valued at the quoted market
price of the Company's common stock.

On September 9, 2004, we issued 100,000 shares of common stock to a consultant
for consulting services. The transaction was valued at the quoted market price
of the Company's common stock.

On September 9, 2004, we issued 2,000,000 shares of common stock to a
consultant or consulting services. Subsequently, 1,640,000 of those shares of
common stock were returned to the Treasury and cancelled.  The transactions
were valued at the quoted market price of the Company's common stock.

Note 6: Income Taxes
        ------------
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company
incurred net operating losses during the periods shown on the condensed
financial statements resulting in a deferred tax asset, which was fully
allowed for, therefore the net benefit and expense result in $-0- income
taxes.

Note 7: Subsequent Event
        ----------------
On November 1, 2004, PayCell agreed to advance approximately $812,000 to our
South African subsidiary, Orbtech Holding, Ltd. to develop communications
software in exchange for the rights to use certain technology.

                                                                             9
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN
          OF OPERATION

The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties(including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-KSB and other filings with the
Securities and Exchange Commission made by the Registrant from time to time.
The discussion of the Registrant's liquidity, capital resources and results of
operations, including forward-looking statements pertaining to such matters,
does not take into account the effects of any changes to the Registrant's
operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of
factors, including those identified herein. This item should be read in
conjunction with the consolidated financial statements and other items
contained elsewhere in the report.

Recent Events

On September 10, 2004, Knight Fuller, Inc. signed an agreement to acquire 100%
of the outstanding common shares of PayCell, Inc. from Celtron International,
Inc., in exchange for 10,000,000 common shares of Knight Fuller, which
resulted in Knight Fuller becoming a majority owned subsidiary of Celtron
International. PayCell's assets consist of a license which entitles it to
exploit technology owned by Celtron in North, Central and South America, as
well as Asia and the Pacific Rim. The technology consists of a mobile commerce
solution which allows merchants to process credit card transactions over
acellular telephone, and online credit card processing and check guarantee
services. No funds were involved in the transaction, which was completed on
September 13, 2004.

On November 1, 2004, Knight Fuller and its subsidiary, PayCell, Inc., entered
into an agreement with Celtron International, Inc., Orbtech Holdings, Ltd.,
and Orbtech's subsidiary, CreditPipe (Pty) Ltd., to acquire 50% of
CreditPipe's Postillion Financial Switch, and 50% of the common stock of
CreditPipe, with an option to purchase up to an additional 10% of CreditPipe.

The Postillion Financial switch, licensed from Mosaic Software, will enable
CreditPipe and PayCell to become their own acquiring house with direct entry
into the banking network to switch and effect financial transactions,
specifically on mobile commerce and credit card transactions originating form
the businesses of CreditPipe and PayCell.

Knight Fuller and PayCell have committed the sum of $812,000 USD to Orbtech
and CreditPipe for the establishment of the network, in exchange for ownership
of 50% of the license and 50% of the common share capital of CreditPipe, with
an additional option to purchase up to 60% of the common share capital of
CreditPipe. The $812,000 is to be paid over a five month period at $162,400
per month, beginning November 1, 2004.

As part of the transaction, Celtron sublicensed to PayCell, all of its mobile
credit, mobile e-commerce and cellular credit card and check payment
technology for PayCell's use worldwide, with the exception of the African
continent, where PayCell will share the Postillion Switch and payment network
with CreditPipe. The technology, used in conjunction with the Postillion
Switch, will enable PayCell to turn cellular telephones into a point-of-sale
device for credit card and check transactions worldwide.

Results of Operations

Three months ended September 30, 2004 and 2003

During the quarter we had net sales of $1,163,529 and a gross profit of
$1,051,157. Due to a non-cash expense of $(339,700) for stock based
compensation, what would have been a $70,342 operating profit was accounted
for as a $269,358 operating loss. Total losses for the quarter amounted to
($617,770) due to one time expenses taken in the newly acquired subsidiary
Knight Fuller, Inc. These one time expenses don't affect the company's on
operations and financial condition.

Nine months ended September 30, 2004 and 2003

Comparative information for the nine months ended September 30, 2003 is not
available from the company's operating South African subsidiary, due to the
change in its fiscal year, the lack of comparative information for the nine
month period at that time, and a different basis for determining costs than
the current fiscal year, thus making a comparison for the periods not
meaningful.  During this period we also booked a one-time expense of
$4,071,992 for stock issued for services to develop our tracking technology,
which expense was reflected as an extraordinary expense, and this accounts for
76% of our total net loss of $5,350,104.

Liquidity and Capital Resources

Celtron International, Inc.'s (the "Company" or "Celtron") consolidated
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. Celtron uses cash and cash equivalents as its
primary measure of liquidity. Since inception, we have financed our growth
with loans from our shareholders. As of September 30, 2004, we had $116,403
cash on hand and total current liabilities of $834,282,compared with $31,512
cash on hand and current liabilities of 60,722 as of December 31, 2003. We
believe that our current cash needs for at least the next twelve months can be
met by our operations and the capital we expect from the agreement with Knight
Fuller and PayCell. Except as discussed above, management is not aware of any
other known trends, events, commitments or uncertainties that will have a
significant impact on liquidity.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Celtron is subject to very little, if any, market risk as its cash and cash
equivalents are invested in short-term money market mutual funds.

ITEM 4. CONTROLS AND PROCEDURES

The Registrant's management has evaluated the effectiveness of the
Registrant's disclosure controls and procedures (as such term is defined in
Rules 13a-15(c) under the Securities Exchange Act of 1934, as amended) as of
the period covered by this report. Based on such evaluation, the Registrant's
Chief Executive Officer has concluded that, as of the end of such period, the
Registrant's disclosure controls and procedures are effective.

There have not been any changes in the Registrant's internal control over
financial reporting (as defined in Rule 13-a 15(f) under the Securities and
Exchange Act of 1934, as amended) during the fiscal quarter to which this
report relates that have materially affected, or are reasonably likely to
materially affect, the Registrant's internal control over financial reporting.
F-6

                         PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.



(a) Exhibits:

31.1     Rule 13a-14(a)/15d-14(a) Certification

31.2     Rule 13a-14(a)/15d-14(a) Certification

32.1     Section 1350 Certification.

32.2     Section 1350 Certification

(b) Reports on Form 8-K:

9/15/04  Acquisition of PayCell

                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

     CELTRON INTERNATIONAL, INC.




BY:  Allen Harington
     --------------------------------------
     Allen Harington
     Chief Executive Officer

     Date: December 15, 2004

                                                                 Exhibit 31.1

                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Celtron International, Inc. on Form
10QSB for the period ended September 30, 2004, as filed with the Securities
and
Exchange Commission on the date hereof, the undersigned certify, pursuant to
18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of my knowledge:

 1. The report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

 2. The information contained in the report fairly presents, in all material
respects, the financial condition and results of the Company.


Dated: December 15, 2004          By: Allen Harrington
                                      --------------------------
                                      Allen Harrington
                                      Chief Executive Officer



                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Celtron International, Inc. on
Form10QSB for the period ended September 30, 2004, as filed with the
Securities
and Exchange Commission on the date hereof, the undersigned certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 1. The report fully complies with the requirements of Section 13(a) or
15(d)of
the Securities Exchange Act of 1934; and

 2. The information contained in the report fairly presents, in all material
respects, the financial condition and results of the Company.


Dated: December 15, 2004         By: Amanda Harrington
                                     ----------------------------
                                     Amanda Harrington
                                     Chief Financial Officer

                                                               Exhibit 32.1


                                 CERTIFICATION
                            PURSUANT TO SECTION 302
                       OF THE SARBANES-OXLEY ACT OF 2002

 I, Allen Harrington, certify that:

 1. I have reviewed this report on Form 10-QSB of Celtron International, Inc.

 2. Based on my knowledge, this report does not contain any untrue statement
of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

 3. Based on my knowledge, the financial statements, consolidated financial
statements and other financial information included in this report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the period as
presented in this report;

 4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including any subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this report is being prepared;

 b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and

 c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation
Date;

 5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

 a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

 6. The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal controls or
in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

 Date: December 15, 2004


 Allen Harrington
 ------------------------
 Allen Harrington,
 Chief Executive Officer

                                  CERTIFICATION
                             PURSUANT TO SECTION 302
                         OF THE SARBANES-OXLEY ACT OF 2002

 I, Amanda Harrington, certify that:

 1. I have reviewed this report on Form 10-QSB of Celtron International, Inc.

 2. Based on my knowledge, this report does not contain any untrue statement
of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

 3. Based on my knowledge, the financial statements, consolidated financial
statements and other financial information included in this report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the period as
presented in this report;

 4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including any subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this report is being prepared;

 b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and

 c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation
Date;

 5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee  of registrant's board of directors (or persons performing the
equivalent function):

 a) all significant deficiencies in the design or operation of internal
controls  which could adversely affect the registrant's ability to record,
process,  summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

 b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

 6. The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal controls or
in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

 Date: December 15, 2004


 Amanda Harrington
 ------------------------
 Amanda Harrington,
 Chief Financial Officer